<PAGE>
As filed with the Securities and Exchange Commission on May 10, 2000
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------
E*TRADE GROUP, INC.
(Exact name of registrant as specified in its charter)
---------------
Delaware 94-2844166
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
---------------
4500 Bohannon Drive
Menlo Park, California 94025
(650) 331-6000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
---------------
Christos M. Cotsakos
Chairman and Chief Executive Officer
E*TRADE Group, Inc.
4500 Bohannon Drive
Menlo Park, California 94025
(650) 331-6000
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copy to:
Curtis L. Mo, Esq.
Kristine Lee, Esq.
Joe Hayashi, Esq.
Brobeck, Phleger & Harrison LLP
Two Embarcadero Place
2200 Geng Road
Palo Alto, California 94303
(650) 424-0160
---------------
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
---------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Title of Each Amount of
Class of Securities to Amount to Be Registered Proposed Maximum Offering Proposed Maximum Aggregate Registration Fee
be Registered Price Per Share(1) Offering Price(1)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share
2,960,120 $19.16 $56,715,899.20 $14,973.00
===============================================================================================================================
</TABLE>
(1) The price of $19.16 was the average of the high and low prices of the Common
Stock on the Nasdaq National Market System on May 3, 2000, is set forth solely
for the purpose of computing the registration fee pursuant to Rule 457(c).
---------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment that specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
################################################################################
# The information contained in this preliminary prospectus is not complete and #
# may be changed. These securities may not be sold until the registration #
# statement filed with the Securities and Exchange Commission is effective. #
# This prospectus is not an offer to sell nor does it seek an offer to buy #
# these securities in any jurisdiction where the offer or sale is not #
# permitted. #
################################################################################
SUBJECT TO COMPLETION, DATED MAY 10, 2000
PRELIMINARY PROSPECTUS
2,960,120 Shares
E*TRADE GROUP, INC.
Common Stock
This Prospectus relates to the public offering, which is not being
underwritten, of 2,960,120 shares of our Common Stock, which is held by some of
our current stockholders.
The prices at which such stockholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of the
shares.
Our Common Stock is quoted on the Nasdaq National Market under the
symbol "EGRP." On May 3, 2000, the average of the high and low price for the
Common Stock was $19.16.
-------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
-------------------------------
================================================================================
The date of this Prospectus is May 10, 2000
<PAGE>
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company, any Selling Stockholder or by any other person. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that information herein is correct as of any time
subsequent to the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any security other than the securities
covered by this Prospectus, nor does it constitute an offer to or solicitation
of any person in any jurisdiction in which such offer or solicitation may not
lawfully be made.
AVAILABLE INFORMATION
E*TRADE Group is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, information statements and
other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by the
Company may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices located at 75 Park Place,
New York, New York 10007 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can be obtained by mail from the
Public Reference Branch of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. The Common Stock of the Company is quoted on the
Nasdaq National Market, and such material may also be inspected at the offices
of Nasdaq Operations, 1735 K Street N.W. Washington, D.C. 20006. The Commission
maintains a World Wide Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The address of the Commission's web site is
http://www.sec.gov.
E*TRADE Group has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits thereto, referred to
as the "Registration Statement") under the Securities Act with respect to the
Common Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information regarding the Company and the Common Stock offered hereby,
reference is hereby made to the Registration Statement and to the exhibits and
schedules filed therewith. The Registration Statement, including the exhibits
and schedules thereto, may be inspected at the public reference facilities
maintained by the Commission at Room 450 Fifth Street, N.W., Washington, D.C.
20549 and copies of all or any part thereof may be obtained from such office
upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-11921)
pursuant to the Exchange Act are incorporated herein by reference:
1. E*TRADE Group's Annual Report on Form 10-K for the year ended
September 30, 1999, filed on October 22, 1999, as amended by the Company's
Annual Report on Form 10-K/A, filed on April 17, 2000;
2. E*TRADE Group's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999, filed on February 14, 2000, as amended by the Company's
Quarterly Report on Form 10-Q/A, filed on April 17, 2000;
3. Definitive Proxy Statement, dated January 28, 1999, filed on January
28, 1999 in connection with E*TRADE Group's 1999 Annual Meeting of Stockholders;
4. The description of E*TRADE Group's Common Stock, $0.01 par value per
share, and associated rights, contained in its registration statement on Form
8-A, filed on July 12, 1996, including any amendment or report filed for the
purpose of updating such description;
2
<PAGE>
5. E*TRADE Group's Current Reports on Form 8-K filed on January 27,
2000 and April 17, 2000; and
6. All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering.
Any statement contained in a document incorporated by reference herein
shall be deemed to be incorporated by reference in this Prospectus and to be
part hereof from the date of filing of such documents. Any statement modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. E*TRADE Group will provide without charge
to each person to whom this Prospectus is delivered a copy of any or all of such
documents which are incorporated herein by reference (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into the documents that this Prospectus incorporates). Written requests for
copies should be directed to E*TRADE Group, Inc., Investor Relations, 4500
Bohannon Drive, Menlo Park, California 94025. The Company's telephone number is
(650) 331-6000.
3
<PAGE>
THE COMPANY
The principal executive offices of E*TRADE Group are located at 4500
Bohannon Drive, Menlo Park, California 94025. The Company's telephone number is
(650) 331-6000.
PLAN OF DISTRIBUTION
E*TRADE Group, Inc. (the "Company") is registering all 2,960,120 shares
of Common Stock, par value of $0.01 per share (the "Shares"), on behalf of
certain selling stockholders. The Company will receive no proceeds from this
offering. The Shares may be offered by certain stockholders of the Company or by
pledgees, donees, transferees or other successors in interest that receive such
Shares as a gift, partnership distribution or other non-sale related transfer
(the "Selling Stockholders"). All of the Shares were originally issued by the
Company in connection with the merger of Card Capture Services, Inc. ("CCS"), an
Oregon corporation, with and into Card Acquisition, Inc. ("Card Acquisition"), a
wholly-owned subsidiary of the Company, with Card Acquisition being the
surviving corporation (the "Merger"). The Shares were issued pursuant to
exemptions from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), provided by Section 4(2) thereof. The Shares are
being registered by the Company pursuant to the Agreement and Plan of Merger,
dated as of March 9, 2000, by and among the Company, Card Acquisition, CCS and
certain of the shareholders of CCS (the "Agreement and Plan of Merger").
The Selling Stockholders will act independently of the Company in
making decisions with respect to the timing, manner and size of each sale. Such
sales may be made on one or more exchanges or in the over-the-counter market or
otherwise, at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The Selling
Stockholders may effect such transactions by selling the Shares to or through
broker-dealers. The Shares may be sold by one or more of the following: (a) a
block trade in which the broker-dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (b) purchases by a broker-dealer as principal and
resale by such broker-dealer for its account pursuant to this Prospectus; (c) an
exchange distribution in accordance with the rules of such exchange; (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers and (e) in privately negotiated transactions. To the extent required,
this Prospectus may be amended or supplemented from time to time to describe a
specific plan of distribution. In effecting sales, broker-dealers engaged by the
Selling Stockholders may arrange for other broker-dealers to participate in the
resales.
In connection with distributions of the Shares or otherwise, the
Selling Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the Shares in the course of hedging the positions they assume with Selling
Stockholders. The Selling Stockholders may also sell Shares short and redeliver
the Shares to close out such short positions. The Selling Stockholders may also
enter into option or other transactions with broker-dealers which require the
delivery to the broker-dealer of the Shares registered hereunder, which the
broker-dealer may resell or otherwise transfer pursuant to this Prospectus. The
Selling Stockholder may also loan or pledge the Shares registered hereunder to a
broker-dealer and the broker-dealer may sell the Shares so loaned or upon a
default the broker-dealer may effect sales of the pledged shares pursuant to
this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions) in amounts to be
negotiated in connection with the sale. Such broker-dealers or agents and any
other participating broker-dealers or the Selling Stockholders may be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act in
connection with such sales and any such commission, discount or concession may
be deemed to be underwriting discounts or commissions under the Securities Act.
In addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
4
<PAGE>
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Shares may not simultaneously engage
in market making activities with respect to the Common Stock of the Company for
a period of two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, each Selling Stockholder will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Regulation M, which
provisions may limit the timing of purchases and sales of shares of the
Company's Common Stock by the Selling Stockholders. The Company will make copies
of this Prospectus available to the Selling Stockholders and has informed them
of the need for delivery of copies of this Prospectus to purchasers at or prior
to the time of any sale of the Shares offered hereby The Company assumes no
obligation to so deliver copies of this Prospectus or any related Prospectus
Supplement.
At the time a particular offer of Shares is made, if required, a
Prospectus Supplement will be distributed that will set forth the number of
Shares being offered and the terms of the offering, including the name of any
underwriter, dealer or agent, the purchase price paid by any underwriter, any
discount, commission and other item constituting compensation, any discount,
commission or concession allowed or reallowed or paid to any dealer, and the
proposed selling price to the public.
The Selling Stockholders will be responsible for any fees,
disbursements and expenses of any counsel for the Selling Stockholders. All
other expenses incurred in connection with the registration of the Shares,
including printer's and accounting fees and the fees, disbursements and expenses
of counsel for the Company will be borne by the Company. Commissions and
discounts, if any, attributable to the sales of the Shares will be borne by the
Selling Stockholders. The Selling Stockholders may agree to indemnify any
broker-dealer or agent that participates in transactions involving sales of the
Shares against certain liabilities, including liabilities arising under the
Securities Act. The Company will indemnify the Selling Stockholders against
claims arising out of any untrue statement of a material fact contained in this
Registration Statement or any omission to state therein a material fact
necessary in order to make the statement made therein.
The Company has undertaken to keep a Registration Statement of which
this Prospectus constitutes a part effective until the earlier of the
disposition of the securities offered hereby or May 5, 2001. After such period,
if the Company chooses not to maintain the effectiveness of the registration
statement of which this Prospectus constitutes a part, the securities issuable
upon exercise hereof and offered hereby may not be sold, pledged, transferred or
assigned, except in a transaction which is exempt under the provisions of the
Securities Act or pursuant to an effective registration statement thereunder.
5
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the number of shares of Common Stock
owned by each of the Selling Stockholders. A total of 251,004 Shares held by
certain of the Selling Stockholders in the Merger have been placed in escrow
pursuant to the Agreement and Plan of Merger and may not be sold pursuant to the
offering contemplated by this Prospectus. Except as indicated, none of the
Selling Stockholders has had a material relationship with the Company within the
past three years other than as a result of the ownership of the Shares or other
securities of the Company. Because the Selling Stockholders may offer all or
some of the Shares which they hold pursuant to the offering contemplated by this
Prospectus, and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of the Shares, no estimate can be
given as to the amount of Shares that will be held by the Selling Stockholders
after completion of this offering. No Selling Stockholder beneficially owns 1%
or more of the outstanding shares of Common Stock. The Shares offered by this
Prospectus may be offered from time to time by the Selling Stockholders named
below.
<TABLE>
<CAPTION>
Number of Shares
Number of Shares Registered for Sale
Name of Selling Stockholder Beneficially Owned Hereby (1)
--------------------------- ------------------ ----------
<S> <C> <C>
Jeffrey R. Jetton 1,338,636 1,225,666
Steven M. Wright 214,460 196,685
Cathie Jetton 35,992 32,944
Herring Family Partnership 89,628 82,038
Rebecca C. Wormser 933 933
Rex A. Nicoud 414 414
William V. Spicer 414 414
Thomas J. Rastetter 207 207
Nancy D. Wright 176,932 161,949
W. Craig Herring 13,831 13,831
Matthew F. Chadwick 290 290
Tamatha J. Roeter 988 988
Jamie P. Jetton 1,402 1,402
H.H. John Bunce III 331 331
Allison E. Anderson 207 207
Judith G. Myers 207 207
Richelle M. Post 248 248
Summit Ventures IV, L.P. 1,051,163 962,151
Summit Ventures III, L.P. 52,890 48,411
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Number of Shares
Number of Shares Registered for Sale
Name of Selling Stockholder Beneficially Owned Hereby (1)
--------------------------- ------------------ ----------
<S> <C> <C>
WS Investment Company 97A 6,773 6,199
Trustee, WSGR Retirement Plan FOB Saper 6,095 5,579
Jeffery D. Saper 676 619
Dave Grano 130,819 130,819
Chris Marsh 45,502 45,502
Matt Buhler 15,925 15,925
Jay Halverson 11,375 11,375
Andy Craig 6,825 6,825
Eric Muller 2,275 2,275
Steve McClurg 2,275 2,275
Jane Anderson 1,137 1,137
David Martin 1,137 1,137
Mike Roeter 1,137 1,137
------------------------------------------
TOTAL 3,211,124 2,960,120
</TABLE>
- --------------
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable in connection with the shares registered for sale
hereby by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares of Common
Stock.
7
<PAGE>
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
the Company by Brobeck, Phleger & Harrison LLP, Palo Alto, California.
EXPERTS
The annual consolidated financial statements of E*TRADE Group, Inc. and
its subsidiaries, incorporated in this Prospectus by reference from E*TRADE
Group, Inc.'s Annual Report on Form 10-K/A for the year ended September 30,
1999, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report (which report expresses an unqualified opinion and
includes an explanatory paragraph referring to the acquisition of Telebanc which
was accounted for as a pooling of interests), which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm, given upon their authority as experts in accounting and auditing.
The financial statements and schedules incorporated by reference in the
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
Reference is made to said report, which includes an explanatory
paragraph with respect to the change in accounting principles as promulgated by
SOP 98-5 as discussed in Note 2 to the consolidated financial statements
incorporated by reference in the registration statement.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of Common Stock being registered. All amounts are estimates except
the SEC registration fee.
SEC Registration Fee $14,973
Legal Fees and Expenses 15,000
Accounting Fees and Expenses 5,000
Printing Fees 5,000
Transfer Agent Fees 5,000
Miscellaneous 20,000
------
Total $64,973
=======
Item 15. Indemnification of Directors and Officers
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit indemnification (including
reimbursement of expenses incurred) under certain circumstances for liabilities
arising under the Securities Act. The Registrant's Restated Articles of
Incorporation, as amended and Amended Bylaws provide for indemnification of its
directors, officers, employees and other agents to the maximum extent permitted
by the California Corporations Code. In addition, the Company has entered into
Indemnification Agreements with each of its directors and officers.
Item 16. Exhibits
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1
hereto).
23.3 Consent of Arthur Andersen LLP, independent public accountants.
24.1 Power of Attorney (included on page 11 of this Registration Statement).
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement: (i) to include any
prospectus required by section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
9
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Menlo Park, State of California on this 10th day
of May 2000.
E*TRADE GROUP, INC.
By: /s/ Christos M. Cotsakos
------------------------
Christos M. Cotsakos
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of E*TRADE Group, Inc., a
Delaware corporation, do hereby constitute and appoint Brigitte Van Baelen,
Theodore J. Theophilos and Leonard C. Purkis, and each one of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Christos M. Cotsakos Chairman of the Board and May 10, 2000
- ---------------------------- Chief Executive Officer
Christos M. Cotsakos (Principal Executive
Officer)
/s/ Leonard C. Purkis Chief Financial Officer May 10, 2000
- ---------------------------- (Principal Financial and
Leonard C. Purkis Accounting Officer)
11
<PAGE>
/s/ William A. Porter
- ----------------------------
William A. Porter Chairman Emeritus May 10, 2000
/s/ Richard S. Braddock
- ----------------------------
Richard S. Braddock Director May 10, 2000
/s/ William E. Ford
- ----------------------------
William E. Ford Director May 10, 2000
/s/ George Hayter
- ----------------------------
George Hayter Director May 10, 2000
/s/ Lewis E. Randall
- ----------------------------
Lewis E. Randall Director May 10, 2000
/s/ Masayoshi Son
- ----------------------------
Masayoshi Son Director May 10, 2000
/s/ Lester C. Thurow
- ----------------------------
Lester C. Thurow Director May 10, 2000
/s/ Peter Chernin
- ----------------------------
Peter Chernin Director May 10, 2000
12
<PAGE>
Index to Exhibits
-----------------
Exhibit
Number Exhibit Title
- ------ -------------
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1
hereto).
23.3 Consent of Arthur Andersen LLP, independent public accountants.
24.1 Power of Attorney (included on page 11 of this Registration
Statement).
13
<PAGE>
EXHIBIT 5.1
OPINION OF BROBECK PHLEGER & HARRISON
May 10, 2000
E*TRADE Group, Inc.
4500 Bohannon Drive
Menlo Park, California 94025
Re: E*TRADE Group, Inc. Registration Statement on Form S-3 for
Resale of 2,960,120 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to E*TRADE Group, Inc., a Delaware corporation
(the "Company"), in connection with the registration for resale of 2,960,120
shares of the Company's Common Stock (the "Shares"), as described in the
Company's Registration Statement on Form S-3 ("Registration Statement") filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act").
This opinion is being furnished in accordance with the requirements of
Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents, the corporate
proceedings taken by the Company in connection with the original issuance and
sale of the Shares, and a certificate of a Company officer regarding (among
other things) the Company's receipt of consideration upon the original issuance
and sale of the Shares. Based on such review, we are of the opinion that the
Shares are duly authorized, validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
---------------------------------------
BROBECK, PHLEGER & HARRISON LLP
14
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report (which expresses an unqualified opinion and
includes an explanatory paragraph referring to the acquisition of Telebanc which
was accounted for as a pooling of interests) dated October 13, 1999 (March 15,
2000 as to the second paragraph of Note 1) appearing in the Annual Report on
Form 10-K/A of E*TRADE Group, Inc. for the year ended September 30, 1999, and to
the reference to us under the heading "Experts" in the Prospectus which is part
of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
May 10, 2000
15
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
March 15, 2000 included in E*TRADE Group, Inc.'s Form 10-K/A for the year ended
September 30, 1999 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Vienna, Virginia
May 10, 2000
16
